Notice of Annual General Meeting continued 1.2 SPECIAL RESOLUTION NUMBER 2 – GENERAL APPROVAL TO ACQUIRE OWN SHARES Resolved, as a general approval by special resolution, that the Company and/or any of its subsidiaries from time to time be and are hereby authorised to acquire ordinary shares in the Company in terms of, and subject to, the Companies Act, the Memorandum of Incorporation of the Company and its subsidiaries and the JSE (“JSE Listings Requirements”), as amended from time to time. Any acquisition of ordinary shares is also subject to the sanction of any other authority whose approval is required by law, regulation or the JSE Listings Requirements. Note: The JSE Listings Requirements currently provide, inter alia, that: • the acquisition of the ordinary shares must be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counter party; • this general authority shall only be valid until the earlier of the Company’s next Annual General Meeting or the expiry of a period of 15 (fifteen) months from the date of passing of this special resolution; • in determining the price at which the Company’s ordinary shares are acquired in terms of this general authority, the maximum premium at which such ordinary shares may be acquired will be 10% (ten percent) of the weighted average of the market value at which such ordinary shares are traded on the JSE, as determined over the 5 (five) business days immediately preceding the date on which the transaction is effected; • at any point in time, the Company may only appoint one agent to effect any acquisition/s on its behalf; • the acquisitions of ordinary shares in the aggregate in any one financial year may not exceed 10% (ten percent) of the Company’s issued ordinary share capital; • the Company may only effect the repurchase once a resolution has been passed by the Board of Directors of the Company (“the Board”) confirming that the Board has authorised the repurchase, that the Company has passed the solvency and liquidity test (“test”) and that since the test was done there have been no material changes to the financial position of the Group; • the Company or its subsidiaries may not acquire ordinary shares during a prohibited period as defined in paragraph 3.67 AFRICAN DAWN 8 0 ANNUAL REPORT 2014 of the JSE Listings Requirements; • an announcement will be published once the Company has cumulatively repurchased 3% (three percent) of the number of the ordinary shares in issue at the time this general authority is granted (“initial number”), and for each 3% (three percent) in aggregate of the initial number acquired thereafter; and • the Company must ensure that its Designated Adviser provides the JSE with the required working capital confirmation before it commences the repurchase. Explanation Special resolution number 2 is to grant a general authority for the Company and the Company’s subsidiaries to acquire the Company’s issued ordinary shares. There is no requirement in the Companies Act for shareholder approval unless the acquisition by the Company of any particular class of securities exceeds 5% of the issued shares of that class, either alone or together with other transactions in an integrated series of transactions, per sections 48(8), 115 and 116 of the Companies Act, 2008. It is the intention of the directors of the Company to use such authority should prevailing circumstances (including tax dispensations and market conditions) in their opinion warrant it but subject at all times to the requirements of the Companies Act, the JSE Listings Requirements and the Memorandum of Incorporation of the Company. 1.2.1 OTHER DISCLOSURE IN TERMS OF SECTION 11.26 OF THE JSE LISTINGS REQUIREMENTS The JSE Listings Requirements require the following disclosures, which are contained in the annual report of which this notice forms part: Directors page 9 and 10 Directors’ interests in the Company page 31 Share capital of the Company page 28 Major shareholders of the Company page 78 1.2.2 MATERIAL CHANGE There have been no material changes in the affairs or financial position of the Company and its subsidiaries since the Company’s financial year-end and the date of this notice.
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